SEC Form 4 · accession 0001140361-16-061023

ONITY GROUP INC. · ONIT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

William C Erbey

10% Owner

Period of report

Apr 13, 2016

Accepted (ET)

Apr 13, 2016 · 5:02 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000873860

Table I — non-derivative securities

Security	Date	Code	Shares	A/D	Owned after	D/I	Nature of ownership
Common Stock	holding	—	—	—	5,409,704	I	By Munus, L.P.
Common Stock	holding	—	—	—	2,000,000	I	By Salt Pond Holdings, LLC
Common Stock	holding	—	—	—	8,020,852	I	By Tribue Limited Partnership
Common Stock	holding	—	—	—	2,440,000	I	By Caritas Partners, LLC

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Non-Voting LLC Interest^F1	—	Mar 31, 2016	G	1	D	—	—	Common Stock	—	0	I
Membership Unit Interests^F2	—	Mar 31, 2016	G	1	D	—	—	Common Stock	—	0	I
Membership Unit Interests^F2	—	Mar 31, 2016	G	1	A	—	—	Common Stock	—	0	I
Call Options (obligation to sell)^F3	$5.00	Apr 13, 2016	S	10,000	D	Apr 13, 2016	Jan 19, 2018	Common Stock	1,000,000	10,000	I

Explanation of responses

F1On March 31, 2016, Caritas Charitable Remainder Trust, a former member of Caritas Partners, LLC ("Caritas") was dissolved and Caritas made a charitable gift of a 99% non-voting LLC interest in Caritas to a donor advised fund within The Community Foundation of West Georgia, Inc., a Georgia nonprofit corporation exempt from federal income taxes under Internal Revenue Code ("Code") section 501(c)(3), a public charity described in Code section 170(b)(1)(A)(vi). No shares of Ocwen Financial Corp ("Ocwen") were transferred as part of the gift and Mr. Erbey maintains investment in, and voting control over, Caritas. As a result, Mr. Erbey's beneficial ownership in the shares of Ocwen did not change.
F2On March 31, 2016, E. Elaine Erbey, Mr. Erbey's spouse, gifted her 24.5% membership unit interests in Salt Pond Holdings, LLC to the Frederiksted Trust, a U.S. Virgin Islands trust (the "Trust") in which Mr. Erbey has investment control and for which Mr. Erbey, Mr. and Mrs. Erbey's descendants and charitable organizations are the beneficiaries. No Ocwen shares were transferred as part of the gift and as a result, Mr. Erbey's beneficial ownership in the shares of Ocwen did not change.
F3Option transaction entered into by Tribue Limited Partnership, a U.S. Virgin Islands limited partnership, in which Salt Pond Holdings, LLC (56.2% of which is owned by Mr. Erbey, 24.5% of which is owned by the Trust and 19.3% of which is owned by Erbey Holding Corporation, Inc., a corporation wholly-owned by Mr. Erbey) has a 90% preferred limited partner interest and a 9.9% common limited partner interest and Mr. Erbey has a 0.1% general partner interest.